Common use of Underutilization and Early Termination Clause in Contracts

Underutilization and Early Termination. If, in any Contract Year during the Initial Term, Customer's Total Service Charges do not meet or exceed the AVC, then Customer shall pay: (a) all accrued but unpaid charges incurred under this Agreement; and (b) an "Underutilization Charge" in an amount equal to 50% of the difference between the AVC and Customer's Total Service Charges during such Contract Year. If, in any monthly billing period during the Extended Term, Customer's Total Service Charges do not meet or exceed 1/12 of the AVC then Customer shall pay: (a) all accrued but unpaid usage and charges incurred under this Agreement; and (b) an "Underutilization Charge" equal to the difference between 1/12 of the AVC and Customer's Total Service Charges during such monthly billing period. If: (a) Customer terminates this Agreement before the end of the Term for reasons other than Cause; or (b) Company terminates this Agreement for Cause then Customer will pay, within thirty (30) days after such termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount equal to 50% of the unsatisfied AVC remaining during the year of termination, and for each subsequent Contract Year remaining in the Term, plus (iii) a pro rata portion of any and all credits received by Customer. Credits: One-Time Credits: The Customer will receive three (3) one-time credits of $4,896 to be applied against the Customer’s Total Service Charges. Customer will receive a $3,000 credit applied against Customer’s designated Service Charges incurred for Interstate and International Services.

Underutilization and Early Termination. IfDuring the Term of the Agreement, in any for each complete Contract Year during Year, if the Initial Term, Customer's Total Service Charges do not meet or exceed reach the AVCAVC for that Contract Year, then Customer shall pay: (a) all accrued but unpaid charges incurred under this Agreement; and (b) pay an "Underutilization Charge" in an amount additional charge equal to 50% of the difference between the AVC for that Contract Year and Customer's the Total Service Charges during such for that Contract Year. If, in any monthly billing period during the Extended Term, Customer's Total Service Charges do not meet or exceed 1/12 of the AVC then Customer shall pay: Year (a) all accrued but unpaid usage and charges incurred under this Agreement; and (b) an "“Underutilization Charge" equal to the difference between 1/12 of the AVC and Customer's Total Service Charges during such monthly billing period”). If: (a) If Customer terminates this the Agreement before the end of the Term of the Agreement for reasons other than Cause; Cause or (b) Company if Verizon terminates this the Agreement for Cause Cause, then Customer will pay, within thirty (30) days after such termination: (i) all accrued but unpaid charges incurred through the date of such terminationpayment terms established herein, plus (ii) except as otherwise set forth in the Agreement, an amount early termination charge equal to 50100% of the unsatisfied AVC remaining during the year Contract Year of termination, and for each subsequent Contract Year remaining in the Term, plus (iii) a pro rata portion . If Customer terminates the Agreement before the end of any and all credits received by Customer. Credits: One-Time Credits: The the Term of the Agreement for Cause then Customer will receive three (3) one-time credits of $4,896 have no obligation to be applied against the pay any Underutilization Charge, early termination charge, or Termination for Convenience Fee. OC-12 SmartRing Monthly Underutilization Charges: If in any monthly period, Customer’s Total Service ChargesCharges for OC-12 SmartRing Service do not meet or exceed the OC-12 SmartRing Minimum MRC, then Customer musts pay: (i) all accrued but unpaid charges incurred under the Service Attachment; and (ii) an “Underutilization Charge” in an amount equal to 100% of the difference between Customer’s Total Service Charges for OC-12 SmartRing Service and the monthly recurring charge during such monthly period. Credits: Semi-Annual Credits: Customer will receive ten credits each equal to $500,000 to be applied Company’s charges for interstate and international Services or other charges mutually agreed by Customer and Company in the 6th, 12th, 18th, 24th, 30th, 36th, 42nd, 48th, 54th and 60th months (for a total of $5,000,000, Transition Credit: Customer will receive a credit of $3,000 credit 1,666,666.67 by having Private IP and Managed WAN Services in place at 500 additional locations (1,000 total locations). Credit will be applied against 10 billing account number designated by Customer’s designated Service Charges incurred for Interstate and International Services.

Underutilization and Early Termination. If, in any Contract Year during the Initial Term, the Customer's ’s Total Service Charges do not meet or exceed the AVC, then the Customer shall pay: pay (a) all accrued but unpaid charges incurred under this Agreement; the agreement and (b) an "“Underutilization Charge" ” in an amount equal to 50% 100 %of the difference between the AVC and the Customer's ’s Total Service Charges during such that Contract Year. If, in any monthly billing period during the Extended Term, Customer's ’s Total Service Charges do not meet or exceed 1/12 of the AVC AVC, then Customer shall pay: (a) all accrued but unpaid usage and other charges incurred under this Agreement; , and (b) an "“Underutilization Charge" ” equal to 100% of the difference between 1/12 of the AVC and the Customer's ’s Total Service Charges during such monthly billing period. If: (a) Customer terminates this Agreement before the end of the Term for reasons other than Cause; , or (b) the Company terminates this Agreement for Cause Cause, then the Customer will must pay, within thirty (30) 30 days after such termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount equal to 50100% of the unsatisfied AVC remaining during the year of termination, and for each subsequent Contract Year remaining in the Term, plus (iii) a pro rata portion of any and all credits received by Customer. Credits: One-Time CreditsCredit: The Provided that Customer executes and delivers the Agreement to Company no later than an agreed upon date, Customer shall receive two credits equal to $45,000, which will receive three (3) one-time credits of $4,896 to be applied against the Customer’s 's Interstate Total Service Charges. Customer will receive a $3,000 credit applied against Customer’s designated Service Charges incurred for Interstate and International Services.

Underutilization and Early Termination. If, in any Contract Year during the Initial Term, Customer's Total Service Charges do not meet or exceed the AVC, then Customer shall pay: (a) all accrued but unpaid charges incurred under this the Agreement; and (b) an "Underutilization Charge" in an amount equal to 5025% of the difference between the AVC and Customer's Total Service Charges during such that Contract Year. If, If in any monthly billing period during the Extended Term, the Customer's ’s Total Service Charges do not meet or exceed 1/12 of the AVC then the Customer shall pay: (a) all accrued but unpaid usage and charges incurred under this the Agreement; , and (b) an "Underutilization Charge" amount equal to 25% of the difference between 1/12 of the AVC and the Customer's ’s Total Service Charges during such monthly billing period. If: If (a) the Customer terminates this the Agreement before the end of the Term for reasons other than Cause; or (b) the Company terminates this the Agreement for Cause then the Customer will pay, within thirty (30) 30 days after such termination: (i) all accrued but unpaid charges incurred through the date of off such termination, plus (ii) an amount equal to 5025% of the unsatisfied AVC remaining during the year of the termination, and for each subsequent Contract Year remaining in the Termterm, plus (iii) a pro rata portion of any and all credits received by Customer. Credits: One-Time Credits: The Provided that Customer executes and delivers the Agreement to Company no later than an agreed upon date, Customer shall receive a credit equal to $250,000, which will receive three (3) one-time credits of $4,896 to be applied against the Customer’s 's Interstate Total Service Charges. Customer will receive a credit each equal to $3,000 credit 19,100 applied against Customer’s 's designated Service Charges incurred for Voice and any other services mutually agreeable by Company and Customer. Customer will receive three credits, two equal to $20,000 and one equal to $60,000, applied against Customer's designated Service Charges incurred for Interstate Services and any other services mutually agreeable by Company and Customer. Achievement Credits: If during any Contract Year, Customer's annual Total Service Charges equal one of the levels below, Customer shall receive the corresponding Achievement Credits. The Achievement Credit will be applied against Customer's designated Total Service Charges incurred for Interstate and International Services.services and any other services mutually agreeable by the Company and Customer. Annual Total Service Charges Achievement Credit $1,600,000 $58,333 Recurring Credits: